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EXHIBIT 31.2 

I, Marcel Urbanc, Chief Financial Officer and PrincipalAccounting Officer of AlphaRx Inc., certify that:

1. 

I have reviewedthis quarterly report on Form 10-QSB of AlphaRx, Inc.; 

2. 

Based on myknowledge, this report does not contain any untrue statement of a material factor omit to state a material fact necessary to make the statements made, in lightof the circumstances under which such statements were made, not misleading withrespect to the period covered by this report; 

3. 

Based on myknowledge, the financial statements, and other financial information included inthis report, fairly present in all material respects the financial condition,results of operations and cash flows of the small business issuer as of, andfor, the periods presented in this report; 

4. 

The small businessissuer’s other certifying officer(s) and I are responsible for establishing andmaintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (asdefined in the Exchange Act Rules 13a-15(f) and 15d-15(f)) for the smallbusiness issuer and have: 

a) 

designed suchdisclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the small business issuer, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared; 

b) 

designed suchinternal control over financial reporting, or caused such internal control overfinancial reporting to be designed under our supervision, to provide reasonableassurance regarding the reliability over financial reporting and the preparationof financial statements for external purposes in accordance with generallyaccepted accounting principles;

c) 

evaluated theeffectiveness of the small business issuer’s disclosure controls and proceduresand presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d) 

disclosed in thisreport any change in the small business issuer’s internal control over financialreporting that occurred during the small business issuer’s most recent fiscal quarter(the small business issuer’sfourth fiscal quarter in the case of an annual report) that has materiallyaffected, or is reasonably likely to materially affect, the small businessissuer’s internal control over financial reporting; and 

5. 

The small businessissuer’s other certifying officer(s) and I have disclosed, based on our mostrecent evaluation of internal control over financial reporting, to the smallbusiness issuer’s auditors and the audit committee of the small businessissuer’s board of directors (or persons performing the equivalent functions):

a) 

all significantdeficiencies and material weaknesses in the design or operation of internalcontrol over financial reporting which are reasonably likely to adversely affectthe small business issuer’s ability to record, process, summarize and reportfinancial information; and 

b) 

any fraud, whetheror not material, that involves management or other employees who have asignificant role in the small business issuer's internal control over financialreporting. 

| Date: August 14, 2007 |                 /s/ Marcel Urbanc             |
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|                  | Marcel    Urbanc, Chief Financial Officer and Principal Accounting Officer                                                                                            |

 

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